a8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of
Report: March 31, 2009 (Date of earliest event reported)
MICROFLUIDICS INTERNATIONAL
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware 0-11625 04-2793022
(State or
other jurisdiction
of incorporation) (Commission File
Number) (IRS Employer Identification
No.)
30
Ossipee Road
Newton,
MA 02464
(Address
of principal executive offices)
Telephone:
(617) 969-5452
(Registrant's
telephone number, including area code)
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant
to Rule 14a-12 under
the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01 Entry
into a Material Definitive Agreement.
On March
12, 2009 Microfluidics International Corporation (the "Company") and
Peter F. Byczko, C.P.A. executed an Offer Letter (the "Letter") in
conjunction with Mr. Byczko's appointment as Vice President of Finance.
The information with respect to the Letter, set forth in Item 5.02(c) below, is
hereby incorporated by reference into this Item 1.01.
A copy
of the Press Release announcing the appointment is set forth as Exhibit
99.1 to this report.
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(c) On
March 30, 2009 the Company announced the appointment of Mr. Byczko to serve
as its Vice President of Finance and effective March 31, 2009 to serve as Chief
Accounting Officer of the Company. Mr. Byczko's first day of employment
was March 18, 2009.
Mr. Byczko was mostly
recently the Director of Financial Operations and Development at Open Solutions,
a leading provider of integrated computer systems and software for financial
institutions around the world. Prior to Open Solutions, Mr. Byczko was a Senior
Project Manager for Control Solutions International, a global provider of
internal audit and risk management solutions, where he led a number of
high-profile client engagements including CA, Hewlett-Packard and Bristol-Myers
Squibb. Mr. Byczko has also served in senior management positions in the areas
of financial reporting, acquisitions and treasury and practiced as a Certified
Public Accountant with various national and regional accounting firms from 1989
to 1995. Mr. Byczko holds a B.S. in accounting and finance from Nichols
College.
In
conjunction with the
appointment of Mr. Byczko as Vice President of Finance and Chief Accounting
Officer, Mr. Byczko and the Company executed the Letter. Under the terms
of the Letter, Mr. Byczko will receive a base salary of $145,000 per year (the
"Base Salary"), such Base Salary is eligible for annual review and
adjustment based on comparable market data and Company and individual
performance ("KRA's"). Mr. Byczko is eligible for a variable bonus equal
to $20,000, annualized, based upon achieving specific goals for the twelve month
period. The variable bonus will be based on Company performance
EBITDA-2009 and achievement of individual KRA's to be established.
Under
the Letter, the Company will grant Mr. Byczko an option to purchase 25,000
shares of the Company's common stock. This grant, which will vest at the
rate of twenty five percent (25%) per year, will be granted pursuant to, and
subject to the terms and conditions of, the Company's 2006 Stock Plan.
Additional yearly options can be granted to Mr. Byczko by the Company's
Compensation committee.
Mr.
Byczko will be eligible to participate in the Company's employee benefits plans
as they may exist from time to time, including health insurance (including
medical, dental, and vision), long term disability, term life insurance, and a
401(k) plan. Mr. Byczko will accrue three weeks vacation during each of
the first five years of his employment with the Company.
If
Mr. Byczko is terminated by the Company without cause, he will receive a
severance package which will include payment of his Base Salary for a minimum of
ninety (60) days following such termination. Mr. Byczko will also be
entitled to the benefits he is receiving at the time of his termination during
that ninety (60) day severance period. Any severance package is subject to
Mr. Byzcko signing a release statement that will include non-disclosure,
non-disparagement and non-compete clauses.
Item
9.01 Financial
Statements and Exhibits.
(d) The
following exhibits are hereby filed as part of this Current Report of Form
8-k;
Number Exhibit
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10.1
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Letter
dated March 12, 2009 from Microfluidics Corporation to Peter F.
Byczko
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99.1
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Press
Release dated March 31, 2009
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: March 31,
2009
MICROFLUIDICS
INTERNATIONALCORPORATION
By: /s/ Michael C.
Ferrara
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Name: Michael
C. Ferrara
Title: Chief
Executive Officer and President
EXHIBIT
INDEX
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10.1
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Letter
dated March 12, 2009 from Microfluidics Corporation to Peter F.
Byczko
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99.1
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Press
Release dated March 31, 2009
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